PROXICOM INC
S-3, 2000-05-24
COMPUTER PROGRAMMING SERVICES
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<PAGE>   1

      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 24, 2000

                                                       REGISTRATION NO. 333-
===============================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 ---------------

                                    FORM S-3
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                 ---------------
                                 PROXICOM, INC.
             (Exact name of registrant as specified in its charter)

                                 ---------------


                DELAWARE                                   52-1770631
     (State or other jurisdiction of                    (I.R.S. Employer
     incorporation or organization)                  Identification Number)

                                 ---------------

                           11600 SUNRISE VALLEY DRIVE
                                RESTON, VA 20191
                                 (703) 262-3200

       (Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)

                                 ---------------

                             DAVID R. FONTAINE, ESQ.
                                 PROXICOM, INC.
                           11600 SUNRISE VALLEY DRIVE
                                RESTON, VA 20191
                                 (703) 262-3200

       (Name, address, including zip code, and telephone number, including area
code, of agent for service)

                                 ---------------

                                    COPY TO:
                            GEORGE P. BARSNESS, ESQ.
                             HOGAN & HARTSON L.L.P.
                                 COLUMBIA SQUARE
                           555 THIRTEENTH STREET, N.W.
                           WASHINGTON, D.C. 20004-1109
                                 (202) 637-5600

                                 ---------------

       APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after this registration statement becomes effective.

       If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]

                                 ---------------

       If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]

<PAGE>   2


                                 ---------------

       If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act of 1933 registration statement number
of the earlier effective registration statement for the same offering. [ ]

                                 ---------------

       If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

                                 ---------------

       If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]

                                 ---------------
<TABLE>
<CAPTION>
                                                 CALCULATION OF REGISTRATION FEE
 =================================================================================================================================
                                                                                               PROPOSED
            TITLE OF EACH CLASS              AMOUNT                 PROPOSED                   MAXIMUM                AMOUNT OF
               OF SECURITIES                 TO BE              MAXIMUM OFFERING              AGGREGATE             REGISTRATION
              TO BE REGISTERED             REGISTERED            PRICE PER SHARE            OFFERING PRICE               FEE
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>                   <C>                       <C>                       <C>
Common Stock, $0.01 par value........... 500,000 shares             $33.91(1)             $16,955,000 (1)(2)        $4,476.12 (2)
=================================================================================================================================
</TABLE>

(1)   Estimated pursuant to Rule 457(c) under the Securities Act solely for
      purposes of calculating the registration fee.

(2)   In accordance with Rule 457(c), the proposed maximum aggregate offering
      price and registration fee with respect to the shares registered pursuant
      to this registration statement are based upon the average of the high and
      low prices of the registrant's common stock on the Nasdaq National Market
      on May 18, 2000.

                                 ---------------

       THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT

SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a)

OF THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.

===============================================================================


<PAGE>   3


THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.


<PAGE>   4


                                   PROSPECTUS

                                 500,000 SHARES

                                 PROXICOM, INC.

                                  COMMON STOCK

                                 ---------------

       Proxicom, Inc. is a leading Internet development and e-business
consulting company that delivers innovative Internet-based solutions and
applications for Fortune 500 companies and other global, forward-thinking
businesses. This prospectus relates to the offer and sale from time to time of
up to 500,000 shares of our common stock by the Proxicom stockholders named in
this prospectus. The selling stockholders are former owners of Clarity IBD
Limited, a United Kingdom e-business development consultancy company acquired by
Proxicom in April 2000, and the shares to be sold pursuant to this prospectus
constitute part of the consideration for the acquisition.  We will not receive
any proceeds from the sale of these shares.

       Our common stock is listed for trading on The Nasdaq Stock Market's
National Market under the symbol "PXCM." On ______, 2000, the last reported sale
price of our common stock on the Nasdaq National Market was $____.

       Our principal executive offices are located at 11600 Sunrise Valley
Drive, Reston, Virginia 20191 and our telephone number at that address is (703)
262-3200.

                                 ---------------

       SEE "RISK FACTORS" BEGINNING ON PAGE 3 FOR A DISCUSSION OF FACTORS THAT
YOU SHOULD CONSIDER BEFORE PURCHASING THE SHARES OFFERED BY THIS PROSPECTUS.

                                 ---------------

       Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.

                                 ---------------





                          PROSPECTUS DATED _____, 2000.


<PAGE>   5




       IF IT IS AGAINST THE LAW IN ANY STATE TO MAKE AN OFFER TO SELL THESE
SHARES, OR TO SOLICIT AN OFFER FROM SOMEONE TO BUY THESE SHARES, THEN THIS
PROSPECTUS DOES NOT APPLY TO ANY PERSON IN THAT STATE, AND NO OFFER OR
SOLICITATION IS MADE BY THIS PROSPECTUS TO ANY SUCH PERSON.

       YOU SHOULD RELY ONLY ON THE INFORMATION PROVIDED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS OR ANY SUPPLEMENT. NEITHER WE NOR ANY OF THE
SELLING STOCKHOLDERS HAVE AUTHORIZED ANYONE TO PROVIDE YOU WITH DIFFERENT
INFORMATION. YOU SHOULD NOT ASSUME THAT THE INFORMATION IN THIS PROSPECTUS OR
ANY SUPPLEMENT IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE FRONT OF
THIS PROSPECTUS OR ANY SUPPLEMENT.

<TABLE>
<CAPTION>

                                              TABLE OF CONTENTS

                                                                                                                PAGE

<S>                                                                                                           <C>
Risk Factors....................................................................................................3
Cautionary Note Regarding Forward-Looking Statements............................................................9
Where You Can Find More Information.............................................................................9
Proxicom, Inc..................................................................................................11
Use of Proceeds................................................................................................11
Selling Stockholders...........................................................................................12
Plan of Distribution...........................................................................................13
Legal Matters..................................................................................................15
Experts........................................................................................................15

</TABLE>



                                       2
<PAGE>   6



                                  RISK FACTORS

       In addition to the other information contained in this prospectus, you
should carefully consider the following risk factors relating to Proxicom before
purchasing shares of our common stock.

WE ARE GROWING QUICKLY. FUTURE GROWTH OF OUR BUSINESS COULD MAKE IT DIFFICULT TO
MANAGE OUR RESOURCES.

       Our business is growing substantially, both through increased sales and
recent acquisitions. For instance, our revenue has increased from $1.5 million
in 1994 to $82.7 million in 1999 and was $38.2 million for the quarter ended
March 31, 2000. Our rapid growth has stretched, and could continue to stretch,
our resources. We expect that we will need to continue to hire and retain
management personnel and other employees. Our management has limited experience
managing a business of Proxicom's size or a public company.

       In order to manage our growth effectively, we must establish offices in
new geographic locations, set fixed-price fees accurately, maintain high
employee utilization rates, maintain project quality and successfully negotiate
rates, particularly if the average size of our projects continues to increase.

       Our performance may depend on the effective integration of acquired
businesses. This integration, even if successful, may be expensive and time
consuming and could strain our resources.

WE MAY NOT BE ABLE TO HIRE AND RETAIN HIGHLY SKILLED EMPLOYEES, WHICH COULD
AFFECT OUR ABILITY TO COMPETE EFFECTIVELY.

       To succeed, we must hire, train, motivate, retain and manage employees
who are highly skilled in the Internet and its rapidly changing technology.
Because of the recent and rapid growth of the Internet, individuals who have
Internet expertise and can perform the services we offer are scarce. Competition
for these individuals, therefore, is intense. We might not be able to hire
enough of them or to train, motivate, retain and manage the employees we do
hire. This could hinder our ability to complete existing projects and bid for
new projects. In addition, because the competition for qualified employees in
the Internet industry is intense, hiring, training, motivating, retaining and
managing employees with the strategic, technical and creative skills we need is
both time-consuming and expensive.

OUR FINANCIAL RESULTS WILL FLUCTUATE FROM PERIOD TO PERIOD DEPENDING ON VARIOUS
BUSINESS FACTORS.

       Our financial results may fluctuate from quarter to quarter. In future
quarters, our operating results may not meet public market analysts' and
investors' expectations. If that happens, the price of our common stock may
fall. Many factors can cause these fluctuations, including:

     -    the number, size, timing and scope of our projects;

     -    customer concentration;

     -    long and unpredictable sales cycles;

     -    contract terms of projects;

     -    degrees of completion of projects;

     -    project delays or cancellations;

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<PAGE>   7

     -    competition for and utilization of employees;

     -    how well we estimate the resources we need to complete projects;

     -    the integration of acquired businesses;

     -    pricing changes in the industry; and

     -    economic conditions specific to the Internet and information
          technology consulting.

       A high percentage of our operating expenses, particularly personnel and
rent, are fixed in advance of any particular quarter. As a result, if we
experience unanticipated changes in our projects or in our employee utilization
rates, we could experience large variations in quarterly operating results and
losses in any particular quarter. Due to these factors, we believe you should
not compare our quarter-to-quarter operating results to predict our future
performance.

       We have generally realized lower revenue in the first quarter of the year
than in the other quarters. We believe that this has been due primarily to
client budget cycles.

WE HAVE A NUMBER OF SIGNIFICANT CLIENTS. IF WE LOSE A MAJOR CLIENT OR
SIGNIFICANT PROJECT, OUR REVENUES COULD BE ADVERSELY AFFECTED.

       We generate much of our revenue from a limited number of major clients.
As a result, if we lose a major client or large project, our revenues could be
adversely affected. In 1999, for example, our two largest clients, Merrill Lynch
and General Motors, accounted for approximately 14.7% and 7.7%, respectively, of
our revenue. During 1999, our five largest clients contributed approximately 36%
of our revenue. For the three months ended March 31, 2000, no client accounted
for more than 10% of our revenue, and our five largest clients contributed
approximately 33% of our revenue.

     We perform varying amounts of work for specific clients from year to year.
A major client in one year may not use our services in another year. In
addition, we may derive revenue from a major client that constitutes a large
portion of a particular quarter's total revenue. If we lose any major clients or
any of our clients cancels or significantly reduces a large project's scope, our
business, financial condition and results of operations could be materially and
adversely affected. Also, if we fail to collect a large account receivable, we
could be subjected to significant financial exposure.

WE HAVE MANY SHORT-TERM CONTRACTS THAT CAN BE CANCELLED WITHOUT PENALTY. IF
CLIENTS TERMINATE CONTRACTS WITH US ON SHORT NOTICE, OUR RESULTS OF OPERATIONS
COULD SUFFER.

       Our contracts with clients are generally short-term. Also, most clients
can reduce or cancel their contracts for our services without penalty and with
little or no notice. If a significant client or a number of clients terminate,
significantly reduce or modify business relationships with us, our business,
financial condition and results of operations could be materially and adversely
affected. Consequently, you should not predict or anticipate our future revenue
based on the number of clients we have or the number and size of our existing
projects. When a client postpones, modifies or cancels a project, we have to
shift our employees to other projects and minimize the resulting adverse impact
on our operating results. In addition, our operating expenses are relatively
fixed and cannot be reduced on short notice.

IF WE FAIL TO MEET OUR CLIENTS' EXPECTATIONS, WE COULD DAMAGE OUR REPUTATION AND
HAVE DIFFICULTY ATTRACTING NEW BUSINESS.

     Many of our projects are complex and critical to our clients. As a result,
if we fail or are unable to meet a client's expectations, we could damage our
reputation. This could adversely affect our ability


                                       4
<PAGE>   8

to attract new business from that client or others. If we fail to perform
adequately on a project, a client could sue us for economic damages.

WE MAY NOT COMPETE SUCCESSFULLY WITH OUR COMPETITORS, WHICH COULD RESULT IN
REDUCED REVENUES.

       We compete in markets that are new, intensely competitive and rapidly
changing. We may not compete successfully with our competitors. We currently
compete for client assignments and experienced personnel principally with large
and specialty systems integrators, strategy consulting firms and Internet
professional services providers. Many of these businesses have longer operating
histories and significantly greater financial, technical, marketing and
managerial resources than we do.

       Our markets have relatively low barriers to entry. We expect to continue
to face competition from new market entrants, including interactive marketing
firms.

       Competition in our market is based primarily on the following factors:

     -    Internet expertise and talent;

     -    quality, pricing and speed of service delivery;

     -    client references;

     -    integrated strategy, technology and creative design services; and

     -    vertical industry knowledge.

       Some competitive factors are outside of our control. These factors
include our competitors' hiring and retention of senior staff, development of
software that is competitive with our products and services and response to
client needs.

LACK OF GROWTH OR DECLINE IN INTERNET USAGE COULD CAUSE OUR BUSINESS TO SUFFER.

       We have derived most of our revenue from projects involving the Internet.
The Internet is new and rapidly evolving. Our business will be adversely
affected if Internet usage does not continue to grow. A number of factors may
inhibit Internet usage. These factors include inadequate network infrastructure,
security concerns, inconsistent service quality and lack of cost-effective,
high-speed service. On the other hand, if Internet usage grows, the Internet
infrastructure may not support the demands this growth will place on it. The
Internet's performance and reliability may decline. In addition, outages and
delays have occurred throughout the Internet network infrastructure and have
interrupted Internet service. If these outages or delays occur frequently in the
future, Internet usage could grow more slowly or decline.

       We may also incur substantial costs to keep up with changes surrounding
the Internet. Unresolved critical issues concerning the commercial use and
government regulation of the Internet include the following:

     -    security;

     -    cost and ease of Internet access;

     -    intellectual property ownership;

                                       5

<PAGE>   9

     -    privacy;

     -    taxation; and

     -    liability issues.

Any costs we incur because of these factors could materially and adversely
affect our business, financial condition and results of operations.

IF WE FAIL TO KEEP PACE WITH CHANGING TECHNOLOGIES, WE MAY LOSE CLIENTS.

       Our market is characterized by rapidly changing technologies, frequent
new product and service introductions and evolving industry standards. If we
cannot keep pace with these changes, our business could suffer. The Internet's
recent growth and intense competition in our industry exacerbate these
characteristics. To achieve our goals, we need to develop strategic business and
Internet solutions that keep pace with continuing changes in industry standards,
information technology and client preferences. We will have to improve the
performance features and reliability of our services to adapt to rapidly
changing technologies. Also, as part of our business strategy, we reuse elements
of our Internet solutions for which there is repeat customer demand. We could
incur substantial costs if we need to modify our reusable solutions to adapt to
technological changes.

IF WE LOSE THE SERVICES OF OUR FOUNDER, CHAIRMAN AND CHIEF EXECUTIVE OFFICER
RAUL J. FERNANDEZ, OR OTHER KEY PERSONNEL, OUR BUSINESS AND STOCK PRICE COULD
SUFFER.

       Our future success depends in large part on the continued services of a
number of our key personnel, including our founder, Chairman and Chief Executive
Officer, Raul J. Fernandez. We have no employment contract with Mr. Fernandez or
many of our other key personnel. The loss of the services of Mr. Fernandez or
any of our other key personnel could have a material adverse effect on our
business, financial condition and results of operations. We might not be able to
prevent key personnel, who may leave our employ in the future, from disclosing
or using our technical knowledge, practices or procedures. One or more of our
key personnel might resign and join a competitor or form a competing company. As
a result, we might lose existing or potential clients.

WE DEPEND ON INTELLECTUAL PROPERTY WHICH MAY BE DIFFICULT TO PROTECT. THIS COULD
AFFECT OUR ABILITY TO COMPETE EFFECTIVELY.

       Our success depends, in part, upon our intellectual property rights. We
do not have any patents or patent applications pending. Existing trade secret
and copyright laws afford us only limited protection. Third parties may attempt
to disclose, obtain or use our solutions or technologies. This is particularly
true in foreign countries where laws or law enforcement practices may not
protect our proprietary rights as fully as in the United States. Others may
independently develop and obtain patents or copyrights for technologies that are
similar or superior to our technologies. If that happens, we may not be able to
license those technologies on reasonable terms, or at all.

       Generally, we develop software applications for specific client
engagements. We generally assign software ownership to the client and retain
only a license for limited uses. Issues relating to ownership of and rights to
use software applications and frameworks can be complicated. We may become
involved in disputes that affect our ability to resell or reuse these
applications and frameworks. Also, we may have to pay economic damages in these
disputes.

                                       6

<PAGE>   10

FUTURE ACQUISITIONS OR INVESTMENTS COULD DISRUPT OUR ONGOING BUSINESS, DISTRACT
OUR MANAGEMENT AND EMPLOYEES, INCREASE OUR EXPENSES AND ADVERSELY AFFECT OUR
RESULTS OF OPERATIONS.

       We have made four material acquisitions and investments in two joint
ventures in the last 28 months. Any acquisitions or investments we make in the
future will involve risks. We may not be able to make acquisitions or
investments on commercially acceptable terms. If we do buy a company, we could
have difficulty retaining and assimilating that company's personnel. In
addition, we could have difficulty assimilating acquired products, services or
technologies into our operations. These difficulties could disrupt our ongoing
business, distract our management and employees, increase our expenses and
materially and adversely affect our results of operations. Furthermore, we may
incur debt or issue equity securities to pay for any future acquisitions. If we
issue equity securities, your relative ownership share of Proxicom would be
reduced.

THE MARKET PRICE OF OUR STOCK MAY FLUCTUATE WIDELY.

      The market price of our common stock could fluctuate substantially due to:

     -  future announcements concerning us or our competitors;

     -  quarterly fluctuations in operating results;

     -  announcements of acquisitions or technological innovations; or

     -  changes in earnings estimates or recommendations by analysts.

       In addition, the stock prices of many technology companies fluctuate
widely for reasons which may be unrelated to operating results. Fluctuations in
our common stock's market price may affect our visibility and credibility in the
Internet solutions market.

WE HAVE STARTED EXPANDING OUR BUSINESS OVERSEAS. OUR INTERNATIONAL EXPANSION
COULD RESULT IN FINANCIAL LOSSES DUE TO CHANGES IN FOREIGN ECONOMIC CONDITIONS
AS WELL AS FLUCTUATIONS IN CURRENCY AND EXCHANGE RATES.

       We expect to expand our international operations and international sales
and marketing efforts. On April 19, 2000, we acquired Clarity IBD Limited, a
United Kingdom e-business development consultancy company. We intend to
integrate Clarity's team of consulting professionals with our wholly owned
subsidiary, Proxicom U.K. Ltd. We also recently commenced operations in Germany
and began servicing clients in Spain and Italy. We have limited experience in
marketing, selling and distributing our services internationally. International
operations are subject to other inherent risks, including the following:

     -    recessions in foreign economies;

     -    political and economic instability;

     -    fluctuations in currency exchange rates;

     -    difficulties and costs of staffing and managing foreign operations;

     -    potentially adverse tax consequences;

     -    reduced protection for intellectual property rights in some countries;

                                       7
<PAGE>   11

     -    changes in regulatory requirements; and

     -    reductions in business activity during the summer months in Europe.


Future sales of our common stock in the public market could lower our stock
price and impair our ability to raise funds in new stock offerings.

       At March 31, 2000, we had 53,898,528 shares of common stock
outstanding. Sales of a large number of shares could adversely affect the
market price of our common stock and could impair our ability to raise funds in
additional stock offerings.

       On May 28, 1999, we filed a registration statement under the Securities
Act covering 16,700,000 shares of common stock subject to outstanding  stock
options or reserved for issuance under our stock plans. On January 31, 2000, we
filed a registration statement under the Securities Act to cover an additional
7,000,000 shares of common stock subject to outstanding stock options or
reserved for issuance under our stock plans. At March 31, 2000, options to
purchase 14,756,272 shares of common stock were outstanding.

       In addition, as of March 31, 2000, the holders of approximately
28,200,000 shares of common stock have the right to request registration of
their shares in future public offerings of our equity securities.


IT MAY BE HARD FOR A THIRD PARTY TO ACQUIRE OUR COMPANY, AND THIS COULD DEPRESS
OUR STOCK PRICE.

       Provisions of our corporate instruments and Delaware law could make it
difficult for a third party to acquire us, even if doing so would benefit our
stockholders. This could depress our stock price.

OUR DIRECTORS AND EXECUTIVE OFFICERS ARE CONTROLLING STOCKHOLDERS.

       At March 31, 2000, our directors and executive officers beneficially
owned approximately 41.1% of our common stock. These stockholders can thus
control matters requiring stockholder approval, including the election of
directors and approval of significant corporate transactions.

OUR BOARD OF DIRECTORS CAN ISSUE PREFERRED STOCK WITH RIGHTS ADVERSE TO THE
HOLDERS OF COMMON STOCK.

       Our board of directors is authorized, without further stockholder
approval, to issue up to 10,000,000 shares of preferred stock. Issuance of
preferred stock with rights to distributions, voting rights or other rights
superior to the common stock would be adverse to the holders of common stock.


                                       8

<PAGE>   12


              CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

     This prospectus and the information incorporated by reference in it, as
well as any prospectus supplement that accompanies it, include "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. We intend the
forward-looking statements to be covered by the safe harbor provisions for
forward-looking statements in these sections. All statements regarding our
expected financial position and operating results, our business strategy and our
financing plans and similar matters are forward-looking statements. These
statements can sometimes be identified by our use of forward-looking words such
as "may," "will," "anticipate," "estimate," "expect," or "intend." We cannot
promise that our expectations in such forward-looking statements will turn out
to be correct. Our actual results could be materially different from our
expectations. Important factors that could cause our actual results to be
materially different from our expectations include those discussed in this
prospectus under the caption "Risk Factors."

                       WHERE YOU CAN FIND MORE INFORMATION

       We file annual, quarterly and special reports, proxy statements and other
information with the SEC under the Securities Exchange Act. Our Securities
Exchange Act file number for our SEC filings is 0-25741. You may read and copy
any document we file with the SEC at the following SEC public reference rooms:

<TABLE>
<CAPTION>

       <S>                                     <C>                                 <C>
        450 Fifth Street, N.W.                  7 World Trade Center                500 West Madison Street
        Room 1024                               Suite 1300                          Suite 1400
        Washington, D.C. 20549                  New York, New York 10048            Chicago, Illinois 60661
</TABLE>

       You may obtain information on the operation of the public reference rooms
by calling the SEC at 1-800-SEC-0330.

       Our SEC filings also are available from the SEC's Internet site at
http://www.sec.gov.

       Our common stock is quoted on the Nasdaq National Market under the symbol
"PXCM," and our SEC filings can also be read at the following Nasdaq address:

                                Nasdaq Operations
                               1735 K Street, N.W.
                             Washington, D.C. 20006

       This prospectus is part of a registration statement we filed with the
SEC. The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus, and information that we file later with
the SEC will automatically update and supersede this information. We incorporate
by reference the documents listed below:

       -    Our Annual Report on Form 10-K for our fiscal year ended December
            31, 1999, filed with the SEC on March 30, 2000.

       -    Our Quarterly Report on Form 10-Q for the quarter ended March 31,
            2000, filed with the SEC on May 15, 2000.

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<PAGE>   13

       -   Our Current Reports on Form 8-K, filed with the SEC on:

               -  January 27, 2000; and

               -  April 21, 2000.

       -   The description of our common stock included in a registration
           statement on Form 8-A, filed with the SEC on April 9, 1999,
           including any amendments or reports filed for the purpose of
           updating that description.

       In addition to the documents listed above, we also incorporate by
reference any future filings we make with the SEC under Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act until all of the offered securities
to which this prospectus relates are sold or the offering is otherwise
terminated.

       You may request a copy of these filings, at no cost, by writing to us at
the following address or telephoning us at (703) 262-3200:

                               Investor Relations
                                 Proxicom, Inc.
                           11600 Sunrise Valley Drive
                             Reston, Virginia 20191



                                       10
<PAGE>   14



                                 PROXICOM, INC.

       Proxicom, Inc. is a leading Internet development and e-business
consulting company that delivers innovative Internet-based solutions and
applications for Fortune 500 companies and other global, forward-thinking
businesses. Since 1994, we have focused exclusively on the Internet and have
successfully completed over 800 client engagements.

       We apply our proprietary methodology, the Proxicom Process, in all of our
client engagements. Using the Proxicom Process, we integrate strategy,
technology and creative design to help our clients transform their businesses
with Internet solutions.

       We sell and deliver our services and expertise through teams organized
into four industry groups, or vertical markets:

     -    energy and telecommunications;

     -    financial services;

     -    retail and manufacturing; and

     -    service industries.

       Our Internet solutions have included

     -    business-to-consumer electronic commerce Internet sites for Calphalon
          Corporation, Marriott International and Owens Corning;

     -    business-to-business electronic commerce extranets for Harman
          International, Mercedes-Benz Credit Corp. and McKessonHBOC; and

     -    company-specific intranets for GE Plastics, Hoffmann-La Roche, Inc.
          and Merrill Lynch & Co., Inc.

       On April 19, 2000, we acquired Clarity IBD Limited, a United Kingdom
e-business development consultancy company pursuant to the Share Exchange
Agreement, dated as of April 11, 2000, by and among Proxicom and Clarity's
shareholders. Clarity provides a complete range of e-business services in the
United Kingdom in four rapidly evolving digital markets: IT and
telecommunications, retail, travel and financial services. We intend to
integrate Clarity's team of more than 80 consulting professionals based in
London with our wholly owned subsidiary, Proxicom U.K. Ltd.

                                 USE OF PROCEEDS

       The selling stockholders will receive all of the net proceeds from the
sale of the shares offered by this prospectus. Accordingly, Proxicom will not
receive any proceeds from the sale of these shares.



                                       11
<PAGE>   15




                              SELLING STOCKHOLDERS

       The selling stockholders are former owners of Clarity IBD Limited. We
issued 1,291,046 shares of our common stock to the former owners of Clarity on
April 19, 2000 in partial consideration for our acquisition of all of the issued
ordinary shares of Clarity. We have registered 500,000 of these shares under the
Securities Act pursuant to a registration rights agreement, dated as of April
19, 2000, by and among Proxicom and some of the former shareholders of Clarity.
Our registration of these shares does not necessarily mean that any selling
stockholder will sell all or any of the shares listed below.

       The following table sets forth information with respect to the selling
stockholders. Assuming all of the shares offered by this prospectus are sold, no
selling stockholder will own shares of Proxicom common stock after this offering
that will represent 1% or more of Proxicom's outstanding common stock.

<TABLE>
<CAPTION>

                                                                             SHARES                                    SHARES
                                                                          BENEFICIALLY                               BENEFICIALLY
                                                                         OWNED PRIOR  TO                             OWNED AFTER
NAME OF SELLING STOCKHOLDER                                                 OFFERING             SHARES OFFERED        OFFERING
- ---------------------------                                                  ---------           --------------      --------------
<S>                                                                     <C>                     <C>                 <C>
Pinecray Limited.................................................              44,342                  39,689               4,653
Amun Management S.A..............................................             178,683                 160,070              18,613
David Tarin and Dawn L. Darling, trustees of The Tarin/Darling
    Family Trust dated May 2, 2000...............................              76,569                  68,592               7,977
John Richard Hesketh Richards....................................              19,933                  17,841               2,092
Gary A.C. Luddington.............................................              17,743                  15,881               1,862
Keith Eden.......................................................              13,300                  11,904               1,396
Christopher Kohut................................................               2,217                   1,984                 233
Janice Kohut.....................................................               2,216                   1,983                 233
Martin Chilcott..................................................             390,908                  58,699             332,209
James Tarin......................................................             369,416                  58,833             310,583
Andrew Skates....................................................              98,326                   4,929              93,397
Skates Discretionary Settlement No. 1............................              16,696                   7,797               8,899
Skates Discretionary Settlement No. 2............................              16,696                   7,797               8,899
Scotland & Associates............................................              44,001                  44,001                   0
                                                                            ---------                 -------             -------
                                                                            1,291,046                 500,000             791,046
                                                                            =========                 =======             =======
</TABLE>



                                       12
<PAGE>   16

                              PLAN OF DISTRIBUTION

       Proxicom has registered the shares offered by this prospectus on behalf
of the selling stockholders. These shares may be sold or distributed from time
to time by the selling stockholders named in this prospectus, by their donees or
transferees, and by their other successors in interest. The selling stockholders
may sell their shares at market prices prevailing at the time of sale, at prices
related to such prevailing market prices, at negotiated prices, or at fixed
prices, which may be changed. Each selling stockholder reserves the right to
accept or reject, in whole or in part, any proposed purchase of shares, whether
the purchase is to be made directly or through agents.

       The selling stockholders may offer their shares at various times in one
or more of the following transactions:

    -    in ordinary brokers' transactions and transactions in which the broker
         solicits purchasers;

    -    in transactions involving cross or block trades or otherwise on the
         Nasdaq National Market;

    -    in transactions "at the market" to or through market makers in the
         common stock or into an existing market for the common stock;

    -    in other ways not involving market makers or established trading
         markets, including direct sales of the shares to purchasers or sales
         of the shares effected through agents;

    -    through transactions in options, swaps or other derivatives which may
         or may not be listed on an exchange;

    -    in privately negotiated transactions;

    -    in transactions to cover short sales; or

    -    in a combination of any of the foregoing transactions.

       The selling stockholders also may sell their shares in accordance with
Rule 144 under the Securities Act.

       From time to time, one or more of the selling stockholders may pledge or
grant a security interest in some or all of the shares owned by them. If the
selling stockholders default in performance of their secured obligations, the
pledgees or secured parties may offer and sell the shares from time to time by
this prospectus. The selling stockholders also may transfer and donate shares in
other circumstances. The number of shares beneficially owned by selling
stockholders will decrease as and when the selling stockholders transfer or
donate their shares or default in performing obligations secured by their
shares. The plan of distribution for the shares offered and sold under this
prospectus will otherwise remain unchanged, except that the transferees, donees,
pledgees, other secured parties or other successors in interest will be selling
stockholders for purposes of this prospectus.

       A selling stockholder may sell short the common stock. The selling
stockholder may deliver this prospectus in connection with such short sales and
use the shares offered by this prospectus to cover such short sales.

       A selling stockholder may enter into hedging transactions with
broker-dealers. The broker-dealers may engage in short sales of the common stock
in the course of hedging the positions they


                                       13
<PAGE>   17

assume with the selling stockholder, including positions assumed in connection
with distributions of the shares by such broker-dealers. A selling stockholder
also may enter into option or other transactions with broker-dealers that
involve the delivery of shares to the broker-dealers, who may then resell or
otherwise transfer such shares. In addition, a selling stockholder may loan or
pledge shares to a broker-dealer, which may sell the loaned shares or, upon a
default by the selling stockholder of the secured obligation, may sell or
otherwise transfer the pledged shares.

       The selling stockholders may use brokers, dealers, underwriters or agents
to sell their shares. The persons acting as agents may receive compensation in
the form of commissions, discounts or concessions. This compensation may be paid
by the selling stockholders or the purchasers of the shares of whom such persons
may act as agent, or to whom they may sell as principal, or both. The
compensation as to a particular person may be less than or in excess of
customary commissions. The selling stockholders and any agents or broker-dealers
that participate with the selling stockholders in the offer and sale of the
shares may be deemed to be "underwriters" within the meaning of the Securities
Act. Any commissions they receive and any profit they realize on the resale of
the shares by them may be deemed to be underwriting discounts and commissions
under the Securities Act. Neither we nor any selling stockholders can presently
estimate the amount of such compensation.

       The Company has advised the selling stockholders that during such time as
they may be engaged in a distribution of the shares, they are required to comply
with Regulation M under the Securities Exchange Act. With some exceptions,
Regulation M prohibits any selling stockholder, any affiliated purchasers and
other persons who participate in such a distribution from bidding for or
purchasing, or attempting to induce any person to bid for or purchase, any
security which is the subject of the distribution until the entire distribution
is complete.

       Under the Company's registration rights agreement with the selling
stockholders, the Company is required to bear the expenses relating to this
offering, excluding any underwriting discounts or commissions, stock transfer
taxes and fees of legal counsel and independent accountants to the selling
stockholders.

       The Company has agreed to indemnify the selling stockholders and their
respective controlling persons against some liabilities, including some
liabilities under the Securities Act.

       It is possible that a significant number of shares could be sold at the
same time. Such sales, or the perception that such sales could occur, may
adversely affect prevailing market prices for the common stock.

       This offering by any selling stockholder will terminate on the date
specified in the selling stockholder's registration rights agreement with the
Company, or, if earlier, on the date on which the selling stockholder has sold
all of such selling stockholder's shares.



                                       14
<PAGE>   18




                                  LEGAL MATTERS

       For the purposes of this offering, Hogan & Hartson L.L.P., Washington,
D.C., has given its opinion as to the validity of the shares offered by the
selling stockholders.

                                     EXPERTS

       The financial statements incorporated in this prospectus by reference to
the Annual Report on Form 10-K for the year ended December 31, 1999,
have been so incorporated in reliance on the report of PricewaterhouseCoopers
LLP, independent accountants, given on the authority of said firm as experts in
auditing and accounting.




                                       15
<PAGE>   19


                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

       The following table shows the costs and expenses, other than underwriting
discounts and commissions, payable in connection with the sale and distribution
of the securities being registered. All of these expenses will be paid by
Proxicom. All amounts except the SEC registration fee are estimated.

<TABLE>
<CAPTION>

                         <S>                                                           <C>
                          SEC Registration Fee............................              $4,476.12
                          Accounting Fees and Expenses....................                      *
                          Legal Fees and Expenses.........................                      *
                          Miscellaneous...................................                      *
                                                                                         ----------
                                    Total.................................               $      *
                                                                                       ============
</TABLE>
- ----------
*To be filed by amendment.

ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

       The Amended and Restated Bylaws of the Company provide for the
indemnification of the Company's directors and officers to the fullest extent
authorized by, and subject to the conditions set forth in the General
Corporation Law of the State of Delaware (the "DGCL"), except that the Company
will indemnify a director or officer in connection with a proceeding (or part
thereof) initiated by such person only if such proceeding (or part thereof) was
authorized by the Company's Board of Directors. The indemnification provided
under the Amended and Restated Bylaws includes the right to be paid by the
Company the expenses (including attorneys' fees) in advance of any proceeding
for which indemnification may be had in advance of its final disposition,
provided that the payment of such expenses (including attorneys' fees) incurred
by a director or officer in advance of the final disposition of a proceeding may
be made only upon delivery to the Company of an undertaking by or on behalf of
such director or officer to repay all amounts so paid in advance if it is
ultimately determined that such director or officer is not entitled to be
indemnified. Pursuant to the Amended and Restated Bylaws, if a claim for
indemnification is not paid by the Company within 60 days after a written claim
has been received by the Company, the claimant may at any time thereafter bring
an action against the Company to recover the unpaid amount of the claim, and, if
successful in whole or in part, the claimant will be entitled to be paid also
the expense of prosecuting such action.

       As permitted by the DGCL, the Company's Amended and Restated Certificate
of Incorporation provides that directors of the Company shall not be liable to
the Company or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Company or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the DGCL, relating to unlawful payment of
dividends or unlawful stock purchase or redemption or (iv) for any transaction
from which the director derived an improper personal benefit. As a result of
this provision, the Company and its stockholders may be unable to obtain
monetary damages from a director for breach of his or her duty of care.

       Under the Amended and Restated Bylaws, the Company has the power to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the Company, or is or was serving at the
request of the Company as a director, officer, employee, partner (limited or
general) or agent of another corporation or of a partnership, joint venture,
limited liability company, trust or other enterprise, against any liability
asserted against such person or incurred by


                                      II-1
<PAGE>   20

such person in any such capacity, or arising out of such person's status as
such, and related expenses, whether or not the Company would have the power to
indemnify such person against such liability under the provisions of the DGCL.
The Company maintains director and officer liability insurance on behalf of its
directors and officers.

                                      II-2
<PAGE>   21





ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) EXHIBITS.

<TABLE>
<CAPTION>

                 EXHIBIT
                 NUMBER                  EXHIBIT DESCRIPTION

                <S>               <C>
                  *5.1       --    Opinion of Hogan & Hartson L.L.P., counsel to the Company, regarding
                                   the validity of the securities *5.1 -- being offered by the selling stockholders.

                  23.1       --    Consent of PricewaterhouseCoopers LLP.

                  *23.2      --    Consent of Hogan & Hartson L.L.P. (included in Exhibit 5.1).

                  24.1       --    Power of Attorney (included on signature page).

                  99.1       --    Registration Rights Agreement, dated as of April 19, 2000, by and among
                                   Proxicom, Inc. and the persons listed on Schedule 1 to the Registration Rights Agreement.
</TABLE>
- --------
*  To be filed by amendment.

ITEM 17. UNDERTAKINGS

     The undersigned registrant hereby undertakes:

       (1) To file, during any period in which offers or sales are being made,
 a post-effective amendment to this registration statement:

          (i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

          (ii) to reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;

          (iii) to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

       (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

       (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

                                      II-3
<PAGE>   22

       The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

       The undersigned registrant hereby undertakes that:

          (1) For purposes of determining any liability under the Securities Act
     of 1933, the information omitted from the form of prospectus filed as part
     of this registration statement in reliance upon Rule 430A and contained in
     a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
     (4) or 497(h) under the Securities Act shall be deemed to be part of this
     registration statement as of the time it was declared effective.

          (2) For the purpose of determining any liability under the Securities
     Act of 1933, each post-effective amendment that contains a form of
     prospectus shall be deemed to be a new registration statement relating to
     the securities offered therein, and the offering of such securities at that
     time shall be deemed to be the initial bona fide offering thereof.

       Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the General Corporation Law of the State of Delaware,
the Amended and Restated Certificate of Incorporation, as amended, or the
Amended and Restated Bylaws of registrant, indemnification agreements entered
into between registrant and its officers and directors, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer, or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.



                                      II-4
<PAGE>   23



                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, Proxicom certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-3 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in Reston,
Commonwealth of Virginia, on this 24th day of May, 2000.

                                        PROXICOM, INC.

                                        By:   /s/ Raul J. Fernandez
                                           ------------------------------------
                                           Raul J. Fernandez
                                           Chairman and Chief Executive Officer

                                POWER OF ATTORNEY

       KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Christopher Capuano and Kenneth J. Tarpey, and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, from such person and in each person's name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto and all documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or his or their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

       Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons, in the capacities indicated
below, on this 24th day of May, 2000.

<TABLE>
<CAPTION>

          NAME                                                               TITLE
          ----                                                               -----

<S>                                                 <C>
/s/ Raul J. Fernandez
- ---------------------------                                      Chairman and Chief Executive Officer
Raul J. Fernandez                                                  (Principal Executive Officer)

/s/ Kenneth J. Tarpey
- -----------------------------                        Executive Vice President, Chief Financial Officer and Treasurer
Kenneth J. Tarpey                                             (Principal Financial and Accounting Officer)

/s/ Jack L. Davies
- ------------------------
Jack L. Davies                                                                Director

/s/ David C. Hodgson
- ------------------------
David C. Hodgson                                                              Director

/s/ Jack Kemp
- ------------------------
Jack Kemp                                                                     Director

/s/ Theodore J. Leonsis
- ------------------------
Theodore J. Leonsis                                                           Director
</TABLE>


                                      II-5
<PAGE>   24

<TABLE>
<CAPTION>


<S>                                                     <C>
/s/ John A. McKinley, Jr
- ------------------------
John A. McKinley, Jr.                                                         Director

/s/ Mario M. Morino
- ------------------------
Mario M. Morino                                                               Director

/s/ Brenda A. Wagner
- ------------------------                                  Senior Vice President, Organizational Strategies
Brenda A. Wagner                                                               and Director

</TABLE>



                                      II-6
<PAGE>   25




 <TABLE>
 <CAPTION>

      EXHIBIT
      NUMBER                            EXHIBIT DESCRIPTION

<S>                  <C>
       *5.1     --    Opinion of Hogan & Hartson L.L.P., counsel to the Company,
                      regarding the validity of the securities *5.1 -- being
                      offered by the selling stockholders.
       23.1     --    Consent of PricewaterhouseCoopers LLP.
      *23.2     --    Consent of Hogan & Hartson L.L.P. (included in Exhibit
                      5.1).
       24.1     --    Power of Attorney (included on signature page).
       99.1     --    Registration Rights Agreement, dated as of April 19, 2000,
                      by and among Proxicom, Inc. and the persons listed on
                      Schedule 1 to the Registration Rights Agreement.

 </TABLE>
- --------
*  To be filed by Amendment.



                                      II-7









<PAGE>   1
                                                                   EXHIBIT 23.1



                       CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated January 26, 2000, except as to the
stock split discussed in Note 1 which is as of February 24, 2000 relating to the
financial statements of Proxicom, Inc., which appears in Proxicom, Inc.'s
Annual Report on Form 10-K for the year ended December 31, 1999. We also consent
to the reference to us under the heading "Experts" in such Registration
Statement.



PRICEWATERHOUSECOOPERS LLP

McLean, Virginia
May 24, 2000

<PAGE>   1
                                                                  EXHIBIT 99.1

                         REGISTRATION RIGHTS AGREEMENT

       THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is dated as of this
19th day of April, 2000, by and among PROXICOM, INC., a Delaware corporation
(the "Company"), and the persons listed on Schedule 1 hereto (each individually
a "Shareholder," and collectively the "Shareholders").

       WHEREAS, pursuant to a Share Exchange Agreement dated as of April 11,
2000 (the "Share Exchange Agreement"), by and among the Company and the
shareholders of Clarity IBD Limited, a private company limited by shares
incorporated and registered under the laws of England and Wales with registered
number 3186947 ("Target"), the Company is acquiring all of the issued and
outstanding ordinary share capital of the Target in exchange for shares of
common stock of the Company and cash (the "Exchange");

       WHEREAS, the Shareholders are to be granted certain registration rights
with respect to certain of the shares of common stock to be issued to the
Shareholders by the Company in the Exchange; and

       WHEREAS, the Company and the Shareholders desire to set forth the rights
and obligations of the parties with respect to such registration rights.

       NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants and agreements of the parties contained herein, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:

1.      DEFINITIONS.  The following terms as used herein shall have the
following meanings:

        "Closing Date" means the date on which the Exchange and the
transactions contemplated by the Share Exchange Agreement are consummated.

        "Commission" means the United States Securities and Exchange Commission
and any other similar or successor agency of the United States federal
government then administering the Securities Act or the Exchange Act.

        "Common Stock" means the common stock of the Company, par value $0.01
per share.

        "Company" shall have the meaning specified in the introductory
paragraph of this Agreement.

<PAGE>   2

        "Exchange Act" means the United States Securities Exchange Act of 1934,
as amended, or any similar United States federal statute then in effect, and
any reference to a particular section thereof shall include a reference to the
comparable section, if any, of any such similar federal statute, and the rules
and regulations thereunder.

        "Holder" or "Holders" shall mean the Shareholders and any Permitted
Transferees of any Shareholders, but in each case only so long as each such
Person continues to hold any Registrable Securities.

        "Permitted Transferees" means, with respect to any transfer of
Registrable Securities by a Shareholder, (i) a trust or custodial account for
the sole benefit of the Shareholder, provided that each trustee who may vote any
Common Stock shall be the Shareholder or a bank or trust company, and (ii) the
successors or assigns of the Shareholder, provided that the Company was given
written notice at the time or within a reasonable time after the transfer
identifying the name and address of the transferee and the number of Registrable
Securities transferred, and provided further that such transferee assumes in
writing the obligations of the Shareholders under this Agreement insofar as the
obligations relate to the Registrable Securities transferred by the Shareholder
(it being understood that the Shareholder shall also remain primarily liable to
the Company in respect of such obligations following any such transfer).

        "Person" means any individual, corporation, partnership, limited
liability company or partnership, association, trust or other entity or
organization, including a government or a political subdivision or an agency or
instrumentality thereof.

        "Prospectus" means the prospectus included in the Shelf Registration
Statement, as amended or supplemented by any prospectus supplement with respect
to the terms of the offering of any of the Registrable Securities covered by the
Shelf Registration Statement and by all other amendments and supplements to the
prospectus, including pre- and post-effective amendments to the Shelf
Registration Statement and all material incorporated by reference in such
prospectus.

        "Registered Securities" means the securities covered by the Shelf
Registration Statement.

        "Registrable Securities" means the shares of Common Stock set forth
opposite each Shareholder's name on Schedule 1 hereto, which shares total five
hundred thousand (500,000) in the aggregate, and any additional shares of Common



                                      -2-
<PAGE>   3

Stock received by the Holders with respect to such shares pursuant to a
subsequent stock split, stock dividend or other recapitalization of the Company.
For purposes of this Agreement, such shares of Common Stock shall cease to be
Registrable Securities on the Rule 144 Eligibility Date or, if earlier, on such
date on which (a) a registration statement covering such shares has been
declared effective and such shares have been sold or disposed of pursuant to
such effective registration statement, or (b) such shares are eligible for sale
(other than pursuant to Rule 904 of the Securities Act), in the opinion of
counsel to the Company, in transactions exempt from the registration and
prospectus delivery requirements of the Securities Act, so that all transfer
restrictions with respect to such shares and all restrictive legends with
respect to the certificates evidencing such shares are or may be removed upon
the consummation of such sale.

        "Registration Period" means the shortest of (i) the period from and
including the Shelf Registration Effective Date to and including the Rule 144
Eligibility Date, (ii) the period from and including the Shelf Registration
Effective Date to and including the date on which the Holders shall have
disposed of the Registrable Securities, as such period may be extended in the
manner contemplated by Section 4(d), or (iii) the period from and including the
Shelf Registration Effective Date to and including such date which is six (6)
months after the Shelf Registration Effective Date, as such period may be
extended in the manner contemplated by Section 4(d).

        "Related Securities" means any securities of the Company similar or
identical to any of the Registrable Securities, including, without limitation,
Common Stock and all options, warrants, rights and other securities convertible
into, or exchangeable or exercisable for, Common Stock.

        "Rule 144 Eligibility Date" means the date on which all of the
Registrable Securities may first be sold under Rule 144 of the Securities Act;
provided, however, that for purposes of Rule 144(d), the holding period
applicable to the shares of Common Stock issued by the Company to a Shareholder
shall be computed without regard to any transfers of such shares by a
Shareholder to Permitted Transferees.

        "Securities Act" means the Securities Act of 1933, as amended, or any
similar United States federal statute then in effect, and any reference to a
particular section thereof shall include a reference to a comparable section, if
any, of any such similar federal statute, and the rules and regulations
thereunder.

        "Shelf Registration" shall mean the registration of Registrable
Securities effected pursuant to Section 3.

                                      -3-
<PAGE>   4

        "Shelf Registration Effective Date" means the date on which the Shelf
Registration Statement is declared effective by the Commission.

        "Shelf Registration Statement" means the "shelf" registration statement
of the Company filed pursuant to the provisions of Section 3 which covers the
Registrable Securities on an appropriate form under Rule 415 of the Securities
Act, or any similar rule that may be adopted by the Commission, and all
amendments and supplements to such registration statement, including
post-effective amendments, in each case including the Prospectus contained
therein, all exhibits thereto and all material incorporated by reference
therein.

        "Shareholder" and "Shareholders" shall have the meanings specified in
the introductory paragraph of this Agreement.

2.      EFFECTIVENESS OF AGREEMENT.

  This Agreement shall become effective on the Closing Date.

3.      SHELF REGISTRATION.

3.1     Preparation and Filing.

        (a)   Subject to the Company's right to delay the filing of the Shelf
Registration Statement or any post-effective amendment thereto and to delay the
date on which the Shelf Registration Statement or any post-effective amendment
thereto is declared effective, as contemplated by Section 4(d), the Company
shall use its best efforts to file with the Commission not later than
twenty-five (25) business days following the Closing Date, and thereafter use
its best efforts to cause to be declared effective as promptly as practicable,
the Shelf Registration Statement relating to the offer and sale by the Holders
of the Registrable Securities; provided, however, that in no event shall the
Company be required to file the Shelf Registration Statement prior to April 20,
2000. With respect to shares of the Common Stock owned by the Holders, the Shelf
Registration Statement shall only cover the Registrable Securities and shall not
include any other shares of Common Stock owned by the Holders.

        (b)    The Company shall not be required to file more than one Shelf
Registration Statement (not counting pre- or post- effective amendments or
supplements thereto) pursuant to the terms of this Agreement; provided, however,
that a Shelf Registration Statement shall not be counted for purposes of this
limitation unless the Company satisfies all of its obligations hereunder with
respect to such Shelf Registration Statement.



                                      -4-
<PAGE>   5

         (c)     The Shelf Registration Statement filed hereunder shall cover
the offer and sale of the Registrable Securities only in accordance with the
methods of distribution included in the "plan of distribution" attached to this
Agreement as Exhibit A (the "Plan of Distribution").

   3.2   Registration Procedures.  When the Company causes the registration of
the Registrable Securities pursuant to the Shelf Registration Statement, the
Company shall:

         (a)    subject to the terms of Section 4, use its best efforts to keep
the Shelf Registration Statement continuously effective in order to permit the
Prospectus forming a part thereof to be usable and deliverable by the Holders
for the Registration Period;

         (b)     use its best efforts to cause the Registered Securities to be
registered and qualified under the securities laws of such jurisdictions within
the United States as shall reasonably be requested by the Holders to enable them
to consummate the sale or disposition of the Registered Securities within the
Registration Period; provided, however, that the Company shall not be required
in connection therewith or as a condition thereto to qualify to do business, to
subject itself to taxation or to file a general consent to service of process in
any such jurisdiction in which it is not otherwise required to do so;

         (c)     furnish to each Holder, as applicable, without charge, such
number of copies of each preliminary prospectus and of the Prospectus as such
Holder may reasonably request in order to facilitate the sale or disposition of
the Registered Securities;

         (d) if at any time when a prospectus is required by the Securities Act
to be delivered in connection with the offering or sale of the Registered
Securities, an event occurs or a fact exists as a result of which it is
necessary, in the opinion of the Company, to amend the Shelf Registration
Statement or amend or supplement the Prospectus in order that the Prospectus
will not include an untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements therein not misleading
in the light of the circumstances existing at the time the Prospectus is
delivered to a purchaser, or if it shall be necessary, in the opinion of the
Company, at any such time to amend the Shelf Registration Statement or amend or
supplement the Prospectus to comply with the regulations of the Commission
thereunder, (i) promptly notify each Holder of the occurrence of such event or
existence of such fact or requirements and, consistent with the terms of Section
4, direct each Holder to cease making offers and sales of the Registered
Securities pursuant to the Shelf Registration Statement or deliveries of the
Prospectus contained therein for any purpose and (ii) prepare and file with

                                      -5-
<PAGE>   6

the Commission in a timely manner such amendment or supplement as may be
necessary or appropriate to correct such untrue statement or omission or to make
the Shelf Registration Statement or the Prospectus comply with such
requirements;

         (e)    promptly notify each Holder when the Shelf Registration
Statement or any post-effective amendment to the Shelf Registration Statement
shall have become effective, or when any supplement to the prospectus or any
amended Prospectus shall have been filed, and furnish to each Holder copies of
any amendment of or supplement to the Prospectus so that, as thereafter
delivered to purchasers of the Registered Securities, the Prospectus shall not
include an untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein not misleading in the light of
the circumstances then existing;

         (f)    promptly notify the Holders of (i) the issuance by the
Commission of any stop order suspending the effectiveness of the Shelf
Registration Statement or of any order preventing or suspending the use of any
Prospectus, or of the suspension of the qualification of the Registered
Securities for offer or sale in any jurisdiction within the United States, or of
the institution or threatening of any proceedings for any of such purposes, and
(ii) the lifting of any such order or suspension or resolution of any such
proceedings that permits the resumption of offers and sales of the Registered
Securities;

         (g)    provide a transfer agent and registrar for all the Registered
Securities not later than the Shelf Registration Effective Date; and

         (h)    use its best efforts to comply with the Securities Act and the
rules and regulations of the Commission thereunder and the Exchange Act and the
rules and regulations of the Commission thereunder so as to permit the
completion of the distribution of the Registered Securities in accordance with
the intended method or methods of distribution contemplated in the Plan of
Distribution.

4.        AGREEMENTS OF HOLDERS.

         (a)    As a condition to the Company's obligation under this Agreement
to cause the Shelf Registration Statement to be filed and the Registrable
Securities to be included therein, each Holder has provided to the Company the
information required by the Notice and Questionnaire attached hereto as Exhibit
B, which such Holder represents and warrants constitutes all of the information
required to be provided in the Shelf Registration Statement with respect to such
Holder pursuant to Item 507 of Regulation S-K under the Securities Act.
Following the date of this Agreement, each Holder shall continue to provide the
Company, in writing, with such information, including, without limitation, the
information


                                      -6-
<PAGE>   7

required by Items 507 and 508 of Regulation S-K under the Securities
Act (or any successor provisions), as may reasonably be required by the Company
in order to comply with applicable provisions of the Securities Act and the
Exchange Act in connection with the Shelf Registration (all such information,
including the information required by the Notice and Questionnaire attached
hereto as Exhibit B, the "Holder Information").

         (b) Each Holder has reviewed carefully the Plan of Distribution and
agrees that such Holder shall effect all sales and distributions of Registered
Securities made pursuant to the Shelf Registration Statement only in a manner
consistent with the terms of the Plan of Distribution. Each Holder further
agrees that the Company shall not be required hereunder to file any
post-effective amendment to the Shelf Registration Statement for the purpose of
amending the Plan of Distribution.

         (c) Each Holder shall comply with the prospectus delivery
requirements of the Securities Act in connection with the offer and sale of the
Registered Securities made pursuant to the Shelf Registration Statement. Each
Holder shall provide the Company and its transfer agent with a Notice of
Transfer Pursuant to Registration Statement in the form attached hereto as
Exhibit C immediately following the time the Holder disposes of Registered
Securities.

         (d) The Company shall be entitled to delay the date on which the Shelf
Registration Statement or any post-effective amendment thereto is filed or
declared effective by the Commission, or the date on which any amendment or
supplement to the Prospectus contained therein is filed with the Commission, if
in the good faith judgment of the Board of Directors of the Company the
registration and distribution of Registrable Securities pursuant to the Shelf
Registration Statement (i) would materially impede, delay, interfere with or
otherwise materially adversely affect any pending financing, registration of
securities, acquisition, corporate reorganization or other significant
transaction involving the Company or (ii) would require the Company to disclose
material non-public information prematurely or sooner than would otherwise be
the case if the Shelf Registration Statement had not been filed with and
declared effective by the Commission; provided, however, that the Company shall
not be entitled to delay or suspend the ability of Holders to offer and sell
Registrable Securities in the manner contemplated by this Section 4(d) for more
than sixty (60) days in the aggregate. In addition, the Holders shall not make
offers of or sell the Registered Securities pursuant to the Shelf Registration
Statement covering the Registered Securities or make deliveries of the
Prospectus contained therein for any purpose (i) after receipt by the Holders of
the notice to cease making such offers and sales and such deliveries which is
furnished by the Company pursuant to Section 3.2(d) until delivery by the
Company to the Holders pursuant to Section 3.2(e) of copies of any

                                      -7-
<PAGE>   8

amendment of or supplement to the Prospectus, (ii) after receipt by the Holders
of the notice furnished by the Company pursuant to Section 3.2(f)(i) until
delivery by the Company to the Holders of the notice referred to in Section
3.2(f)(ii) or (iii) after receipt by the Holders of a notice from the Company
advising the Holders that the Company has suspended the ability of the Holders
to offer and sell the Registrable Securities pursuant to the Shelf Registration
Statement because the Company has determined that the existence of the Shelf
Registration Statement would require the Company to disclose material non-public
information prematurely or sooner than would otherwise be the case if the Shelf
Registration Statement had not been filed with and declared effective by the
Commission. The Company will promptly notify each Holder at such time as the
Company has made appropriate disclosure with respect to the matter which caused
the Company to (i) delay the date on which it filed the Shelf Registration
Statement, (ii) delay the time by which it had the Shelf Registration Statement
declared effective by the Commission, or (iii) suspend the right of the Holders
to sell Registrable Securities pursuant to the Shelf Registration Statement.

         (e)     Each Holder agrees that, with respect to any registration
statement that the Company may file under the Securities Act for an underwritten
offering of securities of the Company (whether for the Company's account or for
the account of any third party), such Holder shall not offer or sell any Common
Stock or any Related Securities, other than securities, if any, of such Holder
included in such registration statement, during the period commencing seven (7)
days before such registration statement is declared effective and ending on (i)
the last date upon which such Holder is prohibited from effecting any such sale
pursuant to any agreement entered into by and among such Holder, the Company and
one or more of the underwriters with respect to such offering or (ii) if such
Holder is not a party to any such agreement, ninety (90) days after the date
such registration statement is declared effective; provided that if directors
and officers of the Company holding Common Stock generally are subject to
hold-back restrictions of shorter duration, such shorter period shall apply to
such Holder.

5.       REGISTRATION EXPENSES.

         (a)   The Company shall pay and bear all costs and expenses incident to
the performance of its obligations under this Agreement, including the
following:

                                 (i)   expenses related to the preparation and
printing of the Shelf Registration Statement (including financial statements and
exhibits), any preliminary prospectuses and the Prospectus, and the cost of
furnishing copies thereof to the Holders, as the case may be;

                                      -8-
<PAGE>   9

                                 (ii)    all Commission, self-regulatory
organization, stock exchange and other registration and filing fees and
listing fees;

                                  (iii)  expenses related to the preparation,
printing and distribution of certificates representing the Registered Securities
and other documents relating to the Company's performance of and compliance with
the terms of this Agreement;

                                  (iv)    the fees and disbursements of the
Company's counsel and independent accountants; and

                                  (v)     expenses related to the qualification
of the Registered Securities under applicable United States and state securities
laws.

         (b)   Each Holder shall pay and bear all costs and expenses incident
to the delivery of the Registered Securities to be sold by such Holder,
including any stock transfer taxes payable upon the sale of such Registered
Securities to the purchasers thereof, any discounts or commissions payable to
brokers, dealers or agents in connection therewith, and the fees and
disbursements of counsel to and independent accountants of such Holder.

6.         INDEMNIFICATION.

       6.1 Indemnification by the Company. In connection with the Shelf
Registration, the Company shall indemnify and hold harmless each Holder
(including its officers, directors, partners, members or agents), and each
Person (including its officers, directors, partners, members or agents), if any,
who controls such Holder (within the meaning of the Securities Act or the
Exchange Act) (such Holder and any such other Person hereinafter referred to as
an "Indemnitee") against any and all losses, claims, damages, liabilities and
expenses (including, without limitation, the reasonable fees and expenses of
counsel, accountants and other advisors retained in connection therewith) to
which such Indemnitee may become subject, under the Securities Act or the
Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities
and expenses (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
the Shelf Registration Statement, Prospectus or preliminary prospectus, or any
amendment or supplement to any of the foregoing, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading; provided,
however, that the Company shall not be required to indemnify and hold harmless
or reimburse any Indemnitee to the extent that any

                                      -9-
<PAGE>   10

such loss, claim, damage, liability or expense (or any action in respect
thereof) arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission in any document made in reliance upon
and in conformity with written information furnished to the Company by or on
behalf of such Indemnitee expressly for use in the preparation of the Shelf
Registration Statement, Prospectus or preliminary prospectus, or any amendment
or supplement thereto. The written information furnished to the Company by or on
behalf of such Indemnitee for purposes of the preceding sentence shall include
the Holder Information and the Plan of Distribution.

         6.2     Indemnification by Holders. In connection with the Shelf
Registration, each Holder shall severally indemnify and hold harmless the
Company, its directors, officers and agents and each Person, if any, who
controls the Company (within the meaning of the Securities Act or the Exchange
Act) (the Company and any such other Person hereinafter referred to as a
"Company Indemnitee") against all losses, claims, damages, liabilities and
expenses (including, without limitation, the reasonable fees and expenses of
counsel, accountants and other advisors retained in connection therewith), or
actions in respect thereof, to which any such Company Indemnitee may become
subject, under the Securities Act or the Exchange Act or otherwise, insofar as
such losses, claims, damages, liabilities and expenses (or actions in respect
thereof) arise out of or are based upon (i) a Holder's failure to deliver a
prospectus in accordance with the requirements of the Securities Act or (ii) any
untrue statement or alleged untrue statement of any material fact contained in
the Shelf Registration Statement, Prospectus or preliminary prospectus, or any
amendment or supplement to any of the foregoing, or arise out or are based upon
the omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, in each case, to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made by the Company in reliance
upon and in conformity with information furnished to the Company by or on behalf
of a Holder (including the Holder Information and the Plan of Distribution);
and, subject to Section 6.3, such Holder shall reimburse the Company Indemnitee
for any legal or other expenses reasonably incurred by the Company Indemnitee in
connection with investigating or defending against any such loss, claim, damage
or liability (or action in respect thereof).

         6.3     Indemnification Procedures. Promptly after receipt by an
indemnified party under Section 6.1 or Section 6.2 of notice of the commencement
of any action, suit or proceeding or the investigation or threat thereof
(collectively, a "claim") made in writing for which such Person will claim
indemnification or contribution pursuant to this Agreement, the indemnified
party shall notify the indemnifying party thereof in writing and, unless in such
indemnified party's reasonable


                                      -10-

<PAGE>   11

judgment a conflict of interest may exist between such indemnifying and
indemnified parties with respect to such claim, shall permit such indemnifying
party to assume and control the defense of such claim at its expense with
counsel reasonably satisfactory to such indemnified party. The failure so to
notify the indemnifying party shall relieve the indemnifying party from any
liability hereunder with respect to such claim to the extent that the failure so
to notify the indemnifying party prejudices the indemnifying party's ability to
defend such claim. If the indemnifying party gives notice to such indemnified
party of its election to assume and control the defense of such claim, the
indemnifying party shall not be liable to such indemnified party for any legal
or other expenses subsequently incurred by the indemnified party in connection
with the defense or investigation of such claim unless the indemnified party
shall have given the indemnifying party notice of a conflict of interest with
respect to such claim. The failure of an indemnifying party to give notice to
the indemnified party of its election to assume and control the defense of any
claim for which notice has been received by the indemnifying party in accordance
with this Section 6.3 within forty-five (45) days after the receipt of such
notice shall constitute an election by the indemnifying party not to assume and
control the defense of such claim. An indemnifying party who is not entitled to,
or elects not to, assume the defense of a claim shall not be obligated to pay
the fees and expenses of more than one counsel (and, to the extent applicable,
one local counsel) for all parties indemnified by such indemnifying party with
respect to such claim. No indemnified party shall consent to entry of any
judgment or enter into any settlement of any such claim the defense of which has
been assumed by an indemnifying party without the consent of such indemnifying
party, which consent shall not be unreasonably withheld.

         6.4   Rights of Contribution. In order to provide for just and
equitable contribution in circumstances under which the indemnity contemplated
by Sections 6.1 and 6.2 is for any reason not available, other than by reason of
the exceptions provided therein, the parties required to indemnify by the terms
thereof shall contribute to the aggregate losses, liabilities, claims, damages
and expenses of the nature contemplated by such indemnity agreement incurred by
the Company and any Holder, except to the extent that contribution is not
permitted under Section 11(f) of the Securities Act. In determining the amounts
which the respective parties shall contribute, there shall be considered the
parties' relative knowledge and access to information concerning the matter with
respect to which the claim was asserted, the opportunity to correct and prevent
any statement or omission and any other equitable considerations appropriate
under the circumstances. For purposes of this Section 6.4, each director,
officer and agent of the Company or a Holder and each Person, if any, who
controls the Company or a Holder within the meaning of the Securities Act or the
Exchange Act shall have the same rights to contribution as the Company or
Holder, as the case may be.

                                      -11-
<PAGE>   12

7.               MISCELLANEOUS.

         7.1     Assignment. The registration rights contained in Section 3 may
be transferred by a Shareholder to a Permitted Transferee solely in connection
with the transfer by such Shareholder to such Permitted Transferee of the
Registrable Securities to which such registration rights relate. Except for any
such permitted transfer of registration rights hereunder, (i) the registration
rights contained in Section 3 shall not be transferable by a Holder, and (ii)
this Agreement shall not be assignable other than with the consent of all
parties hereto, and any purported assignment in violation hereof shall be null
and void.

         7.2     Limitation of Registration Rights. Nothing contained in this
Agreement shall create any obligation on behalf of the Company to register under
the Securities Act any securities which are not Registrable Securities or to
require the Company to include Registrable Securities in any registration
statement other than the Shelf Registration Statement contemplated by Section 3.
In the event that the Company determines, in its discretion, to include the
Holder's securities in any other registration statement, the obligations of the
parties, including the indemnification obligations set forth herein, shall apply
to such other registration statement.

         7.3     Notices. All notices and other communications provided for
hereunder shall be in writing, unless otherwise specified, and shall be deemed
to have been duly given if and when delivered personally or by courier service,
given by telegram, facsimile transmission or similar means, or mailed, postage
prepaid, registered or certified mail, to the following addresses or at such
other addresses as the parties hereto may designate from time to time in
writing:

<TABLE>
<CAPTION>


       <S>                                 <C>
        If to the Company:                  Proxicom, Inc.
                                            11600 Sunrise Valley Drive
                                            Reston, Virginia  20191
                                            Attention:  David Fontaine
                                            General Counsel
                                            Facsimile:  (703) 716-2550

        with a copy to:                     Hogan & Hartson L.L.P.
                                            8300 Greensboro Drive
                                            Suite 1100
                                            McLean, Virginia  22102
                                            Attention: Thomas E. Repke
                                            Facsimile: (703) 610-6200

</TABLE>


                                      -12-
<PAGE>   13

                if to the Shareholders: To the addresses set forth on Schedule
                                        1 hereto.

         7.4    Counterparts. This Agreement may be executed in one or more
counterparts (including by facsimile), each of which shall be deemed an original
and all of which taken together shall constitute one and the same agreement.

         7.5    Headings.  Section headings are inserted herein for convenience
only and do not form a part of this Agreement.


         7.6    Governing Law/Disputes. This Agreement shall be governed by,
and construed in accordance with, the laws of the State of Delaware, regardless
of the laws that might otherwise govern under applicable principles of conflicts
of law.

         7.7    Severability. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstances, is
held invalid, illegal or unenforceable in any respect for any reason, the
validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions contained herein shall not be in any way
impaired thereby, it being intended that all of the rights and privileges of the
parties hereunder shall be enforceable to the fullest extent permitted by law.

         7.8    Entire Agreement; Amendment. This Agreement and the Share
Exchange Agreement contain the entire agreement among the parties with respect
to the transactions contemplated herein, and supersede all prior written
agreements and negotiations and oral understandings, if any, with respect to
their subject matter. This Agreement may not be amended, supplemented or
modified unless the amendment, supplement or modification is set forth in
writing and executed by the Company and the Shareholders' Representative (as
defined in the Share Exchange Agreement).

        7.9     Submission to Jurisdiction. Each of the Shareholders and the
Company irrevocably submits to the exclusive jurisdiction of the federal and
state courts located in the Southern District of New York and the Borough of
Manhattan, for the purposes of any suit, action or other proceeding arising
out of this Agreement or any transaction contemplated hereby. Each of the
Shareholders and the Company further agrees that service of any process,
summons, notice or document by U.S. registered mail to such party's respective
address set forth above shall be effective service of process for any action,
suit or proceeding in such courts with respect to any matters to which it has
submitted to jurisdiction in this Section 7.9. Each of the Shareholders and the
Company irrevocably and unconditionally waives any objection to the laying of
venue of any action, suit or proceeding arising

                                      -13-
<PAGE>   14

out of this Agreement or the transactions contemplated hereby in the federal and
state courts located in the Southern District of New York and the Borough of
Manhattan, and hereby further irrevocably and unconditionally waives and agrees
not to plead or claim in any such court that any such action, suit or proceeding
brought in any such court has been brought in an inconvenient forum.

             [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]

                                      -14-
<PAGE>   15

out of this Agreement or the transactions contemplated hereby in the federal and
state courts located in the Southern District of New York and the Borough of
Manhattan, and hereby further irrevocably and unconditionally waives and agrees
not to plead or claim in any such court that any such action, suit or proceeding
brought in any such court has been brought in an inconvenient forum.

             [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]


<PAGE>   16

       IN WITNESS WHEREOF, the parties hereto have caused this REGISTRATION
RIGHTS AGREEMENT to be duly executed as of the date first written above.

                                                     COMPANY:

                                                     PROXICOM, INC.

                       By:     /s/ Kenneth Tarpey
                           --------------------------------------------------
                       Name:   KENNETH J. TARPEY
                            -------------------------------------------------
                       Title:  EUP & CHIEF FINANCIAL OFFICER
                             ------------------------------------------------


                   [SIGNATURES CONTINUE ON THE FOLLOWING PAGE]


<PAGE>   17


<TABLE>
<S>                                                                           <C>
                                   SHAREHOLDERS:
                                     /s/ Signature Illegible
                                    ----------------------------------
                                    Name:
                                    For and on behalf of Pinecray Limited

                                    /s/ Signature Illegible
                                    ----------------------------------
                                    Name:
                                    For and on behalf of Amum Management SA

                                    /s/ Signature Illegible
                                    -----------------------------------
                                    Name:
                                    For and on behalf of Gary A C Luddington

                                    /s/ Signature Illegible
                                    -----------------------------------
                                    Name:
                                    For and on behalf of Christopher Kohut

                                    /s/ Signature Illegible
                                    -----------------------------------
                                    Name:
                                    For and on behalf of Janice Kohut

                                    /s/ Signature Illegible
                                    -----------------------------------
                                    Name:
                                    For and on behalf of Scotland & Associates

                                    /s/ Martin Chilcott
                                    -----------------------------------
                                    Name:
                                    Martin Chilcott

                                    /s/ Martin Chilcott
                                    -----------------------------------
                                    Name:
                                    For and on behalf of JRH Richards
</TABLE>
<PAGE>   18
                                           /s/ Martin Chilcott
                                           ----------------------------------
                                           Name:
                                           For and on behalf of K. Edem

                                           /s/ Andrew Skates
                                           ----------------------------------
                                           Name:
                                           A. Skates

                                           /s/ Alex Woodfield
                                           ----------------------------------
                                           Name:
                                           For and on behalf of Skates
                                           Discretionary Settlement No 1.

                                           /s/ Alex Woodfield
                                           ---------------------------------
                                           Name:
                                           For and on behalf of Skates
                                           Discretionary Settlement No 2.

                                           /s/ James Tarin
                                           -----------------------------------
                                           Name:
                                           James Tarin

                                           /s/ James Tarin
                                           -----------------------------------
                                           Name:
                                           For and on behalf of Dawn Darling

                                           /s/ James Tarin
                                           -----------------------------------
                                           Name:
                                           For and on behalf of David Tarin
<PAGE>   19


                                  SCHEDULE 1

                     SHAREHOLDERS AND REGISTRABLE SECURITIES

<TABLE>
<CAPTION>

 NAME AND ADDRESS OF SHAREHOLDER                                   NUMBER OF SHARES
- -------------------------------------------------------------------------------------------------------------------------------

<S>                                                                               <C>
 1.    Pinecray Limited
       2 Duke Street
       St James's
       London SW1Y 6BN                                                               39,689
- -------------------------------------------------------------------------------------------------------------------------------
 2.    Amun Management S.A.
       2 Duke Street
       St James's
       London SW1Y 6BN                                                              160,070
- -------------------------------------------------------------------------------------------------------------------------------
  3.   Dawn Darling
       856 San Antonio Place
       San Diego, CA 92106-3057                                                      37,732
- -------------------------------------------------------------------------------------------------------------------------------
  4.   David Tarin
       856 San Antonio Place
       San Diego, CA 92106-3057                                                      30,860
- -------------------------------------------------------------------------------------------------------------------------------
  5.   John Richard Hesketh Richards
       4 The Dene
       Oak Lane
       Sevenoaks
       Xent  TN13 1PB                                                                17,841
- -------------------------------------------------------------------------------------------------------------------------------
   6.  Gary A.C. Luddington
       Foxhill Meadow
       Bix
       Henley-on-Thames
       Oxon RG9 6DE                                                                  15,881
- -------------------------------------------------------------------------------------------------------------------------------
  7.   Keith Eden
       6 Friends Walk
       Saffron Walden
       CB11 4EA                                                                      11,904
- -------------------------------------------------------------------------------------------------------------------------------
  8.   Christopher Kohut
       11 Queens Gate Place
       London SW7 5NX                                                                 1,984
- -------------------------------------------------------------------------------------------------------------------------------
  9.   Janice Kohut
       11 Queens Gate Place
       London SW7 5NX                                                                 1,983
- -------------------------------------------------------------------------------------------------------------------------------
  10.  Martin Chilcott
       11A Charlbury Road
       Oxford OX2 6UT                                                                58,699
- -------------------------------------------------------------------------------------------------------------------------------
  11.  James Tarin
       19 William Street
       Oxford OX34 4EY                                                               58,833
- --------------------------------------------------------------------------------------------------------------------------------
 12.   Andrew Skates
       101 Ramsden Road
       London SW12 8RD                                                                4,929
- ---------------------------------------------------------------------------------------------------------------------------------
 13.   Skates Discretionary Settlement No. 1
       c/o Thomas Cooper & Stibbard
       Ibex House
       42 - 47 Minories
       London EC3N 1HA
       Attn:  Andrew J. Last/ Alex B. Woodfield                                       7,797
- -------------------------------------------------------------------------------------------------------------------------------
 14.   Skates Discretionary Settlement No. 2
       c/o Thomas Cooper & Stibbard
       Ibex House
       42 - 47 Minories
       London EC3N 1HA
       Attn:  Andrew J. Last/ Alex B. Woodfield                                       7,797
- -------------------------------------------------------------------------------------------------------------------------------
 15.   Scotland & Associates
       43 Upper Grosvenor Street
       London  W1X 9PG                                                               44,001
- -------------------------------------------------------------------------------------------------------------------------------

       TOTAL                                                                         500,000
 ------------------------------------------------------------------------------------------------------------------------------




</TABLE>


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